Shapiro, Rosenfield & Stalberg, David V. Shapiro, Philadelphia, for Matthew A. and Dorothy P. Messa.
Abraham Wernick, Philadelphia, for Craft Engineering Co., Inc.
Before Rhodes, P. J., and Hirt, Reno, Dithrich, Ross, Arnold and Gunther, JJ.
[ 171 Pa. Super. Page 449]
This is an action of assumpsit brought by the Craft Engineering Company, Inc., a Pennsylvania corporation, against Matthew A. Messa and his wife, Dorothy P. Messa, to recover on a promissory note. Defendants' answer set up two counterclaims: one for a bonus allegedly due the defendant Matthew Messa as compensation for services rendered by him for plaintiff; and the second for a balance claimed to be due the defendant Dorothy Messa under a contract for the purchase by plaintiff of ten shares of its capital stock owned by her.
The case was tried in the Court of Common Pleas of Montgomery County before Knight, P. J., sitting without a jury. After the court found for the plaintiff in the sum of $2,240.49 and entered judgment thereon, both parties appealed to this Court.
It is necessary to note in detail the manner in which the court below arrived at $2,240.49 as the sum due plaintiff. From $6,521.76, the face of the note in suit, the court deducted the following: (1) $3,276.60, representing the difference between the total purchase price of defendant Dorothy Messa's ten shares of stock at $927.66 a share and the sum of $6,000 paid by plaintiff
[ 171 Pa. Super. Page 450]
to her on account; and (2) $21.05, representing a deduction of one-fifth of depreciation in the amount of $105.23 used in fixing the value of the stock at $927.66 a share, the stock purchase agreement having provided that there should be no allowance for depreciation in computing the value of said stock. To the remainder of $3,224.11, the court added interest thereon at six per cent. from June 10, 1946 to July 21, 1950 in the sum of $799.11, thus reaching a total of $4,023.22. Finally, from this total the court deducted $1,782.93, representing a bonus found due to defendant Matthew Messa from plaintiff with interest thereon from December 31, 1945 to July 21, 1950, to arrive at $2,240.29, the amount of the judgment.
Neither party is satisfied with the conclusion reached by the court below. The plaintiff contends that the defendant Matthew Messa was not entitled to a bonus and, accordingly, that the court erred in reducing the amount of its recovery by any amount on account of such bonus. Defendants, on the other hand, contend that the court erred in accepting a valuation of $927.66 a share placed on plaintiff's shock by its accountant, and that it was error to award interest to plaintiff for any period after August 1947, the date of an alleged tender.
The following facts are necessary background: The plaintiff corporation was engaged in the manufacture of airplane parts during World War II. Matthew A. Messa was an officer and director of the corporation, and was for a time manager of its Lansdale plant. Ten of the fifty shares of capital stock in the corporation had been issued to Mr. Messa and had been assigned by him to his wife, the defendant Dorothy Messa.
On December 12, 1944, plaintiff made application to the Stabilization Unit of the Bureau of Internal Revenue for ...